Current Report Filing (8-k)
February 26 2021 - 05:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): February 23, 2021
TONIX
PHARMACEUTICALS HOLDING CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
001-36019
|
26-1434750
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
26
Main Street, Suite 101, Chatham, New Jersey 07928
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (862) 904-8182
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
Stock
|
TNXP
|
The
NASDAQ Global Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Compensatory
Arrangements of Certain Officers
On
February 23, 2021, Tonix Pharmaceuticals Holding Corp. (the “Company”) entered into employment agreements with each
of Jessica Morris, the Company’s Chief Operating Officer (the “Morris Employment Agreement”), and Bradley Saenger,
the Company’s Chief Financial Officer (the “Saenger Employment Agreement”).
Pursuant
to the Morris Employment Agreement, Ms. Morris will receive an annual base salary of $425,000 and is eligible for an annual bonus.
The Morris Employment Agreement has an initial term of one year and automatically renews for successive one year terms unless
either party delivers written notice not to renew at least 60 days prior to the end of the then current term. The Morris Employment
Agreement further provides that in the event the Company terminates Ms. Morris’s employment without “cause”
(as defined in the Morris Employment Agreement) or Ms. Morris resigns for “good reason” (as defined in the Morris
Employment Agreement), Ms. Morris is entitled to the following payments and benefits: (1) her fully earned but unpaid base
salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement
plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan
to which Ms. Morris may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount
equal to 12 months of her base salary as in effect immediately prior to the date of termination; (3) continuation of
health benefits for Ms. Morris and her eligible dependents for a period of 12 months following the date of termination; and
(4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards that would have vested
over the 12-month period following termination had Ms. Morris remained continuously employed by the Company during such period.
Further, if Ms. Morris’s employment is terminated as a result of death or permanent disability, Ms. Morris or her estate,
as applicable, is entitled to her fully earned but unpaid base salary through the end of the month in which termination occurs
at the rate then in effect.
Pursuant
to the Saenger Employment Agreement, Mr. Saenger will receive an annual base salary of $425,000 and is eligible for an annual bonus.
The Saenger Employment Agreement has an initial term of one year and automatically renews for successive one year terms unless
either party delivers written notice not to renew at least 60 days prior to the end of the then current term. The Saenger Employment
Agreement further provides that in the event the Company terminates Mr. Saenger’s employment without “cause”
(as defined in the Saenger Employment Agreement) or Mr. Saenger resigns for “good reason” (as defined in the Saenger
Employment Agreement), Mr. Saenger is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary
through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan,
nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which
Mr. Saenger may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to
12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for
Mr. Saenger and his eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration
of the vesting and exercisability of outstanding unvested stock awards that would have vested over the 12-month period following
termination had Mr. Saenger remained continuously employed by the Company during such period. Further, if Mr. Saenger’s
employment is terminated as a result of death or permanent disability, Mr. Saenger or his estate, as applicable, is entitled to
his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.
The
foregoing descriptions of the Morris Employment Agreement and Saenger Employment Agreement are intended to be summaries and are
qualified in their entirety by reference to such documents, which is attached as Exhibits 10.1 and 10.2, respectively, and are
incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
TONIX
PHARMACEUTICALS HOLDING CORP.
|
|
|
Date: February
26, 2021
|
By:
|
/s/
Bradley Saenger
|
|
Bradley
Saenger
|
|
Chief
Financial Officer
|
Tonix Pharmaceuticals (NASDAQ:TNXP)
Historical Stock Chart
From Feb 2024 to Mar 2024
Tonix Pharmaceuticals (NASDAQ:TNXP)
Historical Stock Chart
From Mar 2023 to Mar 2024